Exhibit 10(g)
     **This Compensation Settlement and Employment Agreement**(the “Agreement “)made as of this 15th day of November 2003, by and between e-Smart Technologies,Inc., a Nevada corporation with an office at 7225 Bermuda Road, Suite C, Las Vegas,Nevada 89119 (the “Company”) and Mary A. Grace, residing at 117 east 57thStreet, Apt 24G, New York, New York 10022 (“Grace”). The Company and Grace aresometimes hereinafter individually referred to as a “Party” or collectively asthe “Parties”.
**W I T N E S S E T H :**
        **WHEREAS,**Grace has been serving as the Company’s President and ChiefExecutive Officer since January 1, 2001, without the benefit of a writtenemployment agreement and without regular salary or other compensation paymentsagainst her agreed upon annual salary; and
     **WHEREAS,**the Company is indebted to Grace in the sum of Seven Hundred andFifty Thousand ($750,000) Dollars for accrued salary less $150,000 of personalexpenses paid by the Company on grace’s behalf for the three years endedDecember 31, 2003 (the “Debt”); and
     **WHEREAS,**the Company and Grace desire to settle the Debt and memorializethe parameters of Grace’s employment by the Company as its President and ChiefExecutive Officer on the terms and subject to the conditions hereinafter setforth.
     **NOW, THEREFORE,**in consideration of the representations, warranties,covenants and agreements herein contained, the receipt and adequacy of which ishereby acknowledged and accepted, the Parties hereby agree as follows:
     1. **Settlement of the Debt**. The Debt is hereby settled and compromised onthe following terms and conditions:
        A. Grace, for herself and her heirs, estate and personal representativeshereby releases the Company from any and all obligation to pay the Debt. Inconsideration for such release, the Company hereby agrees to pay to Grace anamount equal to fifty (50%) percent of any net profit earned by the Company inany year during the term of this Agreement until Grace shall have received anaggregate of $600,000. The annual payment(s) to Grace shall be in preference todividends and other distributions to any class of the Company’s stockholders;and
B. Solely in consideration for the Company’s return to Grace of acertificate or certificates representing an aggregate of 2,500,000 restricted(i.e., unregistered) shares of Common Stock, $.001 par value per share, ofTelpac Industries, Inc., a publicly owned and traded Nevada corporation, thereceipt and adequacy of which is hereby acknowledged by Grace, Grace herebyreleases the Company from any and all duty or obligation the Company may bedeemed to have to Grace under and pursuant to a contemplated agreement by theCompany to purchase such shares from Grace.
 

 

     2. **Employment**. The Company hereby employs Grace as the Company’sPresident and Chief executive Officer and Grace hereby accepts such employmentby the Company. Grace hereby represents and warrants that neither her entryinto this Agreement nor the performance of her obligations hereunder willconflict with or result in a breach of the terms, conditions or provisions ofany other agreement or obligation of any nature to which Grace is a party or bywhich Grace is bound, including without limitation, any non-competitionagreement or confidentiality agreement previously entered into by Grace. Graceagrees that she shall provide her exclusive full time to the Company and theobligations of the Company hereunder shall be conditioned upon the continuingavailability of Grace’s services as provided herein.
     3. **Term**. The term of Grace’s employment hereunder, subject to earliertermination as set forth in Section 7 hereof, shall be for a five (5) yearperiod commencing as of the date hereof (the “Term”).
     4. **Duties**. Grace shall provide services as necessary to supervise, manageand oversee the general operations of the Company within and pursuant to thegoals and policies established by the Board of Directors of the Company. Graceshall perform her duties hereunder faithfully and to the best of her ability.Grace shall follow and implement the directives of the Board of Directors ofthe Company regarding the day-to-day operations of the Company.
     5. **Compensation.**The Company shall provide Grace with the followingcompensation as payment in full for the services to be rendered by Grace underthis Agreement:
        A. Salary. During the first and/or second year of the Term, or until theCompany achieves profitable operations, whichever sooner occurs, the Companyshall pay and Grace hereby accepts, a salary at the rate of Two Hundred andFifty Thousand ($250,000) Dollars per annum, payable in accordance with thepayroll practices of the Company, Grace’s monthly compensation shall be earnedeach month by the performance of services hereunder for the prior month, andthe statement herein of the total of such compensation for the Term shall notimply that said compensation is payable in advance or that it is earned priorto the performance of the services provided hereunder. All amounts payable toGrace under this Agreement will be subject to applicable withholding and othertaxes imposed by any governmental body with jurisdiction. Grace shall besolely responsible for all taxes or other charges imposed upon her by anytaxing authority with respect to her compensation hereunder and herebyindemnifies and holds the Company free and harmless of and from any and allsuch taxes or other charges or any claims, liabilities, costs and expenses,including reasonable attorneys’ fees, arising from and in connection with anysuch matters and to the extent that any such taxes, charges, claims,liabilities or costs are imposed on the Company for which Grace is responsibledue to any payment of compensation to Grace. The Company may offset any suchclaimed amounts against any amounts otherwise due to Grace hereunder.
**2**

 

        As soon as practicable following the end of the first fiscal quarter inwhich the Company’s unaudited quarterly financial statements reflect a netprofit from operations, the Company’s Board of Directors shall convene aspecial meeting of the Compensation Committee for the purpose of making anupward adjustment to the annual compensation payable to Grace under thisAgreement (the “Adjustment”). The Adjustment shall be comprised of twocomponents. The first component shall bring Grace’s annual salary reasonablyin line with the salary payable to Chief Executive Officers of other publiclyowned companies with approximately equal market capitalizations as that of theCompany at the time of the Adjustment. The second component shall establishnumerical milestones and monetary rewards for incentive compensation payable inthe event Grace is responsible for securing major contracts for the Company’sSuper Smart cardTM technology. Grace shall have the option, exercisable onwritten notice to the Company, to have her incentive compensation payable inthe form of a bonus.
        B. Other Non-Salary Benefits. Grace shall be entitled to receive the samenon-salary benefits generally made available to the executive officers of theCompany as a group, which may include, but not be limited to, vacation andholiday time, life insurance, medical coverage, disability plan, and any otheremployee benefit plan; provided, however, that Grace shall pay the employeecontribution of any such benefit and shall bear the appropriate deductibleportion of any such benefit, in each case, to the extent applicable to all ofthe members of the group.
        C. Stock Option. As additional compensation, and subject to the termsand conditions hereinafter set forth, the Company hereby grants to Grace andGrace hereby accepts the exclusive and non-transferable right and option for aterm of five years from the December 1, 2003, date of grant (the “Option”) topurchase an aggregate of 17,000,000 shares of the Company’s Common Stock, $.001par value per share (the “Option Shares”) under and pursuant to the Company’s2003 Long Term Incentive Plan (the “Plan”). The Option shall be subject to thefollowing terms and conditions:
                  (i) *Finalization of Stockholder Approval*. Grace hereby acknowledges thatthe Plan was adopted by written consent of a majority of the Company’sstockholders. Accordingly, Grace hereby agrees and consents that the Company’sability to grant the Option to her as well as her ability to exercise the sameis and shall continue to be subject to the Company’s preparation and filing ofan Information Statement pursuant to Section 14(c) of the Securities ExchangeAct of 1934, as amended, and the mailing thereof to the Company’s stockholders(the “Compliance”).
            (ii) *Exercise*. After Compliance, Grace shall be entitled to exercisethe Option with respect to 3,400,000 Option Shares during each year of the termof this Agreement in increments of not less than 500,000 Option Shares. Gracehereby agrees and accepts that the Option may only be exercised by Grace whileshe is employed by the Company and this Agreement is in full force and effector as otherwise provided in the Plan. The per share exercise price shall notbe less than One Hundred (100%) percent of the fair market value of theCompany’s Common Stock at the time of the exercise of the Option. Grace shallhave the right to accumulate non-exercised Options over the five year term ofthis Agreement (i.e. if only 400,000 Option Shares are exercised during yearone, 6,400,000 Option Shares may be exercised during year two);
**3**

 

            (iii) *Exercise Procedure*. After Compliance, the Option may be exercisedonly with respect to the maximum number of Option Shares provided herein byGrace’s giving the Company notice in writing to that effect (the “ExerciseNotice”) which notice shall specify the permitted number of Option Sharesintended to be purchased, shall designate where the Option Shares are to bedelivered; and shall be accompanied by a certified, cashier’s, bank check, bankletter of credit or note receivable as set forth in sub paragraph (iv) below,representing the Exercise Price for the number of Option Shares so purchasedtogether with the cost of any applicable revenue stamp, stock transfer taxes orother similar obligations imposed under applicable law. Upon receipt of theExercise Notice, the Company shall forthwith (within a period of five days)either: (1) cause a certificate or certificates representing the number ofOption Shares so purchased to be delivered to Grace or her designee(s) at theaddress specified in the Exercise Notice; or (2) commence appropriateprocedures and practices with the Company’s transfer agent, including theissuance of any opinion of counsel as may be required, and designed to causethe transfer to the name of Grace or her nominee(s) or designee(s) of thenumber of Option Shares so purchased.
                  (iv) *Loan Account*. The Company may establish a loan account with Gracewhereby Grace will be advanced funds to exercise the Option. In the eventfunds are advanced to Grace, Grace hereby agrees to repay the same togetherwith accrued interest at the rate of five (5%) percent per annum on the earlierof: (i) the sale of the Option Shares; or (ii) the second anniversary of theadvance of funds.
     6. **Expenses**. Upon submission of proper vouchers and receipts in accordancewith the Company’s policies, the Company will pay or reimburse Grace forreasonable transportation, hotel, travel and related expenses incurred by Graceon business trips, and for other reasonable and necessary business andentertainment expenses incurred by her in connection with the performance ofher duties on behalf of the Company hereunder during the Term, all subject tosuch limitations as may from time to time be prescribed by Company policy.
     7. **Termination**. This Agreement and Grace’s employment may be terminated asfollows:
        A. Termination for Cause. The Company shall have the right, effectiveimmediately upon written notice to Grace, to terminate Grace’s employment withthe Company hereunder forthwith and to discharge Grace for “cause”. Forpurposes of this Agreement, termination for “cause” shall mean termination ofGrace’s employment by the Company if any one of the following events shalloccur: (i) Grace’s conviction in a court of law of any felony; (ii) any breachby Grace of her fiduciary duties to the Company; (iii) any material breach byGrace of the terms or provisions of this Agreement which breach is not curedwithin thirty calendar days after notice from the Company, provided, however,that the Company shall have the right to immediately terminate Grace’semployment in the event that Grace breaches any of her obligations underSections 9 or 10 hereof; (iv) Grace’s failure or refusal to perform her dutieshereunder, and which failure or refusal is not remedied by Grace withinfifteen (15) calendar days after prior notice from the Company; or (v) anyact of dishonesty or disloyalty by Grace which materially adversely affects thebusiness of the Company.
**4**

 

        B. Death. Grace’s employment with the Company pursuant to this Agreementshall automatically terminate effective on the date of Grace’s death.
        C. Termination Due to Disability. The Company may, in its solediscretion, terminate Grace’s employment with the Company hereunder in theevent Grace should become physically or mentally disabled so that she is unableto perform her material duties hereunder for a period of (i) sixty (60)consecutive days, or (ii) an aggregate of ninety (90) days during any six (6)consecutive months.
     8. **Rights Upon Termination**. Upon her termination, Grace shall have thefollowing rights under this Agreement:
        A. If this Agreement is terminated pursuant to Section 7 hereof, theCompany shall pay Grace, or her legal representatives or estate, as the casemay be, within thirty (30) days from the effective date of termination (i) anyunpaid salary accrued to the effective date of termination, (ii) reimbursementfor any expenses reasonably incurred with respect to periods prior to theeffective date of termination, and (iii) any benefits required to be paid bythe Company pursuant to the Company’s plans, inclusive of disability, death orpension benefits, to which Grace is entitled at the effective date oftermination (in the case of death or disability, payment, if any, shall be madewithin thirty (30) days of termination or as soon as practicable thereafter),the aggregate of the aforesaid payments being collectively referred tohereinafter as the “Termination Payments.”
        B. In the event of a termination of this Agreement, Grace shall remainbound by the provisions of Sections 9, 10 and 11 hereof, provided that suchtermination was effected pursuant to Section 7A, Section 7C or by voluntarytermination.
        C. Grace acknowledges that all records and documents containingProprietary Information (as that term is hereinafter defined) prepared by Graceor coming into her possession by virtue of her services to the Company are andwill remain the property of the Company. Upon termination of this Agreement,Grace shall immediately return to the Company all such items in her possessionand all copies of such items.
     9. **Exposure to Proprietary Information**
        A. As used in this Agreement, “Proprietary Information” means allinformation of a business or technical nature that relates to the business ofthe Company including, without limitation, all information about corporatestructure and organization. Company personnel, products, whether currentlyreleased or in development, all inventions, discoveries, improvements,copyrightable work, source code, know-how, processes, designs, algorithms,computer programs and routines, formulae and techniques, customer lists and anyinformation regarding the business and plans of any customer, supplier orcontractor of the Company, marketing or sales techniques, methods, plans or anyother information that the Company discloses to Grace in confidence.Notwithstanding the preceding sentence, the term “Proprietary Information” doesnot include specific information that is or becomespublicly available through no fault of Grace.
**5**

 

        B. In recognition of the special nature of Grace’s services under thisAgreement, including her special access to the Proprietary Information, and inconsideration of her retention pursuant to this Agreement, Grace agrees to thecovenants and restrictions set forth in Section 10.
     10. **Use of Proprietary Information; Restrictive Covenants**.
        A. Grace acknowledges that the Proprietary Information constitutes aprotectible business interest of the Company, and covenants and agrees thatduring the Term, whether under this Agreement or otherwise, and after thetermination of this Agreement, she will not, directly or indirectly, disclose,furnish, make available or utilize any of the Proprietary Information, otherthan in the proper performance of her services for the Company. Grace’sobligations under this Section 10 with respect to particular ProprietaryInformation will survive expiration or termination of this Agreement, and willterminate only at such time (if any) as the specific and detailed ProprietaryInformation in question becomes generally known to the public other thanthrough a breach of Grace’s obligations under this Agreement.
        B. Grace covenants and agrees that during the Term and until one yearfollowing such time as she ceases to be employed by the Company or anysuccessor thereto, whether pursuant to a written agreement or otherwise (the“Restricted Period”), in any country in which the Company has customers at anytime during the Restricted Period (the “Restricted Territory”), she shall not,directly or indirectly (either as principal, agent, consultant, proprietor,creditor, director, officer, employee or owner of more than five (5%) percentof the capital stock of any entity having a class of capital stock which istraded on any national stock exchange or in the over-the-counter market): (i)perform services for, or engage in, any business that develops or sellsproducts or services that are competitive with those provided by the Companyincluding the design, development, manufacture and distribution of multi-levelmemory chips (the “Competitive Products or Services”) or any other products orservices sold or developed by the Company or for which Grace has provided anyassistance in planning, development, marketing, training, support, ormaintenance; (ii) except on behalf of the Company, solicit any person orentity who is, or was at any time during the twelve (12) month periodimmediately prior to the termination of Grace’s services to the Company, acustomer of the Company for the sale of Competitive Products or Services, orfor any product or service of a type then sold by the Company, or for whichGrace provided any assistance in planning, development, marketing, training,support, or maintenance; or (iii) solicit for employment any person who is, orwas at any time during the twelve (12) month period immediately prior to thetermination of Grace’s services to the Company, an employee of the Company.
Grace acknowledges and agrees that it is reasonable to prohibit Grace fromcompeting with the Company in the manner set forth above. As previouslyindicated, this Section shall not apply to Grace’s ownership of less than five(5%) percent of the capital stock of any entity having a class of capital stockwhich is traded on any national stock exchange or in the over-the-countermarket.
**6**

 

        C. The Parties acknowledge that the business of the Company is and will beinternational in scope and thus the covenants in this Section 10 would beparticularly ineffective if the covenants were to be limited to a particulargeographic area. If any court of competent jurisdiction at any time deems theRestricted Period unreasonably lengthy, or the Restricted Territoryunreasonably extensive, or any of the covenants set forth in Section 10A or Bnot fully enforceable, the other provisions of this Section 10, and thisAgreement in general, will nevertheless stand and to the full extent consistentwith law continue in full force and effect, and it is the intention and desireof the Parties that the court treat any provisions of this Agreement which arenot fully enforceable as having been modified to the extent deemed necessary bythe court to render them reasonable and enforceable and that the court enforcethem to such extent (for example, that the Restricted Period be deemed to bethe longest period permissible by law, but not in excess of the length providedfor in Section 10(b) and the Restricted Territory be deemed to comprise thelargest territory permissible by law under the circumstances).
        D. Grace’s services are of a special, unique and extraordinary nature, theloss of which may not be reasonably or adequately compensated in damages in anaction at law, and a breach of the provisions of this Section 10 and/or Section9 by Grace will cause the Company irreparable injury and damage. Graceacknowledges that the consequences of any breach of this Section 10 and/orSection 9 may not be fully compensable in damages and that, accordingly, theCompany shall be entitled, to seek injunctive and other equitable relief toprevent a breach or threatened breach of any provision of this Section 10and/or Section 9 (without being required to post a bond or other security),without waiving any of the rights the Company may have for damages orotherwise.
     11. **Representations and Warranties of Grace.**By virtue of herexecution hereof, and in order to induce the Company to enter into thisAgreement, Grace hereby represents and warrants as follows:
        A. She is not presently actively engaged in any business, employment orventure which is or may be in conflict with the business of the Company;
        B. She has full power and authority to enter this Agreement, to enter intothe employ of the Company and to otherwise perform this Agreement in the timeand manner contemplated;
        C. She is in good health and is not aware of any material medicalconditions that will act as a bar to the Company’s obtaining a key man and/ordisability income insurance policy on her life;
        D. Her compliance with the terms and conditions of this Agreement in thetime and manner contemplated herein will not conflict with any instrument oragreement pertaining to the transaction contemplated herein; and will notconflict in, result in a breach of, or constitute a default under anyinstrument to which she is a party; and
**7**

 

        E. Grace has been advised, and by the execution of this Agreement, acceptsand acknowledges that none of the shares of the Company’s Common Stockcomprising the Option shall have been registered under the Securities Act of1933, as amended (the “Act”) or under any state securities law; and that ingranting the Option to Grace, the Company is relying upon an exemption fromregistration under the Act based upon Grace’s investment representations.Accordingly, and if and when she exercises the Option after the Compliance: (i)she will acquire the Option Shares for investment purposes only and without aview to the transfer or resale thereof; (ii) she will hold the Option Sharesfor a minimum of two years or as otherwise required or permitted by law; (iii)any sale of the Option Shares underlying the Option will be accomplished onlyin accordance with the Act and the rules and regulations of the Securities andExchange Commission adopted thereunder. Furthermore, Grace hereby consents tothe imposition of a standard restrictive legend on and the issuance of a stoptransfer order against any and all certificates representing the Option Shares.
     12. **Representations and Warranties of the Company.**By virtue ofthe execution of this agreement, the Company hereby represents and warrants toGrace as follows:
        A. The Company is a corporation duly incorporated and validly existingunder the laws of the State of Nevada;
        B. The Company has full power, right and authority to execute andperform this Agreement in the time and manner contemplated; and, subject to thecompliance with applicable law as hereinabove indicated, to grant the optionand deliver the Option Shares made the subject thereof;
        C. The execution and performance of this Agreement and the delivery ofthe Option Shares referred to herein will not result in a breach of or violatethe provisions of any contract or agreement to which the Company is a party orto which the Option Shares are the subject;
        D. Following the Compliance, the Company shall reserve the Option Sharesfor issuance upon Grace’s exercise of the Option;
        E. The Company has all requisite power and authority to enter into thisAgreement and to carry out the transaction contemplated hereby. When executedand delivered to Grace, this Agreement will be a binding obligation of theCompany enforceable in accordance with its terms; and
        F. The Option Shares will be, when originally issued and delivered toGrace, duly and validly issued, fully paid and non-assessable with no personalliability attaching to the ownership thereof.
**8**

 

     13. **Expenses.**Regardless of whether or not the transactioncontemplated herein is consummated, each Party shall be responsible for its ownshare of all costs and expenses incurred in connection with this Agreement andtransactions contemplated hereby.
     14. **Amendment.**This Agreement may not be amended except by aninstrument in writing signed on behalf of each of the Parties hereto.
     15. **Binding Effect.**All of the terms and provisions of thisAgreement shall be binding upon and shall inure to the benefit of and beenforceable by and against the successors and assigns of the Parties hereto.
     16. **Assignment**. Neither Party shall assign or transfer any rights orobligations hereunder, except that the Company may assign or transfer thisAgreement to a successor or parent corporation in the event of a merger,consolidation, or transfer or sale of all or substantially all of the assets ofthe Company, provided that no such further assignment shall relieve the Companyfrom liability for the obligations assumed by it hereunder.
     17. **Entire Agreement.**Each of the Parties hereby covenants that thisAgreement is intended to and does contain and embody herein all of theunderstandings and agreements, both written and oral, of the Parties herebywith respect to the subject matter of this Agreement, and that there exists nooral agreement or understanding, express or implied, whereby the absolute,final and unconditional character and nature of this Agreement shall be in anyway invalidated, empowered or affected. There are no representations,warranties or covenants other than those set forth herein.
     18. **Laws of the State of Nevada.**This Agreement shall be deemed to bemade, executed and delivered in, governed by and interpreted under andconstrued in all respects in accordance with the laws of the State of Nevada,irrespective of the place of domicile or residence of any Party.
     19. **Arbitration**. The Parties agree that in the event of a controversyarising out of the interpretation, construction, performance or breach of theAgreement, any and all claims arising out of or relating to this Agreementshall be settled by arbitration according to the Commercial Arbitration Rulesof the American Arbitration Association located in the City of New York beforea single arbitrator, except as provided below. The decision of the arbitratorwill be enforceable in any court of competent jurisdiction. The Parties agreeand consent that service of process in any such arbitration proceeding outsidethe City of New York shall be tantamount to service in person within City ofNew York and shall confer personal jurisdiction on the American ArbitrationAssociation. In resolving all disputes between the Parties, the arbitratorwill apply the law of the State of Nevada. The arbitrator is, by thisAgreement, directed to conduct the arbitration hearing no later than three (3)months from the service of the statement of claim and demand for arbitrationunless good cause is shown establishing that the hearing cannot fairly andpractically be so convened. The arbitrators will resolve any discovery disputesby such pre-hearing conferences as may be needed. All Parties hereby agree andconsent that the arbitrator and any counsel of record to the proceeding willhave the power of subpoena process as provided by law. Notwithstandingthe foregoing, if a dispute arises out of or related to this Agreement, orthe breach thereof, before resorting to arbitration the Parties agree first totry in good faith to settle the dispute by mediation under the CommercialMediation Rules of the American Arbitration Association.
**9**

 

     20. **Originals.**This Agreement may be executed in counterparts, each ofwhich so executed shall be deemed an original and constitute one of the sameAgreement.
     21. **Notices.**All notices that are required to be or may be sent pursuantto the provisions of this Agreement shall be sent by certified mail, returnreceipt requested, or by overnight package delivery service to the President orChief Executive Officer of each of the Parties at the address appearing herein,and shall count from the date of mailing or the date following the date of theairbill.
     22. **Modification and Waiver.**A modification or waiver of any of theprovisions of this Agreement shall be effective only if made in writing andexecuted with the same formality of this Agreement. The failure of any Partyto insist upon strict performance of any of the provisions of this Agreementshall not be construed as a waiver of any subsequent default of the same orsimilar nature or of any other nature or kind.
     23. **Severability**. If any provision or any portion of any provision ofthis Agreement, or the application of such provision or any portion thereof toany person or circumstance shall be held invalid or unenforceable, theremaining portions of such provision and the remaining provisions of thisAgreement or the application of such provision or portion of such provision asis held invalid or unenforceable to persons or circumstances other than thoseto which it is held invalid or unenforceable, shall not be affected thereby.
     24. **Indemnification**. The following indemnification provisions shall beapplicable to this Agreement:
        A. Each Party hereby irrevocably agrees to indemnify and hold the otherParty harmless from any and all liabilities and damages (including legal orother expenses incidental thereto), contingent, current, or inchoate to whichthat Party may become subject as a direct, indirect or incidental consequenceof any action by the indemnifying Party or as a consequence of the failure ofthe indemnifying Party to act, whether pursuant to requirements of thisAgreement or otherwise; and
        B. In the event it becomes necessary to enforce this indemnity through anattorney, with or without litigation, the successful Party shall be entitled torecover from the indemnifying Party all costs incurred including reasonableattorneys’ fees throughout any negotiations, trials or appeals, whether or notany suit is instituted.
     25. **Taxes.**Each Party shall be responsible for all taxes which arebased on its own net income. All sales, value added, and use taxes arising outof transactions occurring under this Agreement shall be the responsibility ofthe Party conducting such transaction and each Party hereby indemnifies andholds the other harmless from any and all claims relating to sales or use taxescollected or due by the Party conducting each of the transactions hereof.
**10**

 

     **IN WITNESS WHEREOF**, each of the Parties has executed this Agreement on thedate first written above.
e -Smart Technologies, Inc.   By:   Tamio Saito, Chief Technology